Please send a signed copy of this document by

fax or email to:

CLAUDE A Côté, DIRECTOR, MERGERS & ACQUISITIONS
Fax: (514) 384-9004
Email: claudeacote@intercapinc.com
Intercap file ITS:

CONFIDENTIALITY AGREEMENT AND UNDERTAKING

This CONFIDENTIALITY AGREEMENT AND UNDERTAKING (the “Agreement”) sets forth the terms
and conditions of the disclosure to the signatory of this Agreement (the “Recipient”) by Intercap Inc., a company
duly incorporated under the Canada Corporations Act (“Intercap”) of certain confidential information about the
Intercap file listed above regarding a certain company (the “Company”) and its business, for the purpose of
considering the purchase of, or an investment in the Company (the “Purpose”).
affiliated with Recipient and/or any such person or entity
1. DEFINITIONS:
that is a party to a Transaction.
(A) Confidential Information (“CI”) means all oral or
2. RESTRICTIONS ON USE AND DISCLOSURE:
written information, data, reports, records, materials of the
Company and or the shareholders of the Company (A) Recipient shall use the CI solely for the Purpose and
disclosed by Intercap to the Recipient, including the shall at all times (i) safeguard the CI from unauthorized
name, address, and type of business of the Company and use and disclosure with the same degree of care with
the knowledge that the Company may be considering a which it protects its own confidential and proprietary
sale or an investment. information but with no less than a reasonable standard of
care; (ii) disclose the CI to no one other than its
(B) Exclusions: CI shall not include any information that
employees, agents, representatives, advisors (financial
(i) is or becomes generally known or available to the
and legal) or the financial institutions whose knowledge
public without any breach of this Agreement by
of the CI is necessary to evaluate the Company and
Recipient; (ii) is in Recipient’s possession prior to its
perform the Purpose and only if all such persons are
disclosure by Intercap to Recipient; (iii) is rightfully
advised of their obligations with respect to the CI and
received by Recipient in good faith from a third party not
bound by the terms of a confidentiality agreement or a
having an obligation of confidentiality to the Company or
professional code of ethics no less restrictive than this
to Intercap; (iv) is independently developed by Recipient
Agreement; (iii) not copy or otherwise duplicate or
without any use of the Confidential Information; or (v) is
modify (or knowingly allow anyone else) such CI except
required to be disclosed by Recipient in accordance with a
as necessary to fulfill the Purpose; (iv) not use the CI in
valid order of a court or government agency, provided
any manner that will be to the detriment of the Company
Recipient uses diligent and reasonable efforts to limit
or Intercap or use any such Information for its own
disclosure and promptly notifies Intercap in writing of
account; and (v) assume full responsibility for the
such court order in order to give Intercap and/or the
compliance of his employees, agents, representatives,
Company a reasonable period of time to oppose said order
advisors and financial institutions with the terms of this
and if required by Intercap or the Company, reasonably
Agreement.
cooperates with Intercap or the Company to such
opposition. (B) All CI shall remain the property of Intercap and/or the
Company and nothing in this Agreement shall be
(C) “Transaction” means any contract concluded
construed as granting to Recipient any rights whatsoever
between Recipient (or any person or entity under the
in the CI. Upon request, Recipient shall promptly return to
control of or affiliated with Recipient) and all or some of
Intercap all CI or certify that it has destroyed all copies of
the shareholders of the Company or/and the Company (as
such CI.
the case may be) with regards to either the sale of some or
all of the shares of the Company or the sale of some or all
of the assets of the Company, or any other transaction that
effects a change of control of the Company (e.g. exchange
or assignment of shares, merger with another
organization).
(D) “Recipient” means the signatory of this Agreement
and/or any person or entity under the control of or

3. NO WARRANTIES:
(A) Neither Intercap nor the Company are making any
representations or warranties with respect to the
completeness or accuracy of any information (including
the CI) provided by Intercap.
(B) Neither Intercap nor the Company shall have any
liability whatsoever to Recipient relating to or resulting
from the use of said information (including the CI) or any
inaccuracies or omissions therefrom.
(C) Any and all representations and warranties will be
made solely by the Company, in the event of a purchase
of, or investment in, the Company by the Recipient and
will be as included in the written agreement executed
between the Company and Recipient to complete such
Transaction.
4. RECIPIENT’S ACKNOWLEDGEMENTS AND
UNDERTAKINGS
(A) Recipient acknowledges his responsibility to perform
a due diligence review at its own cost and expense prior to
any Transaction.
(B) Recipient acknowledges that he is aware of the
existence of an agreement between Intercap and the
Company, which provides for the payment of a fee
(Finder’s Fee) to Intercap in the event of a Transaction,
payable in full at the closing of the Transaction, from the
proceeds of the Transaction.
(C) If, within the term of this Agreement, an agreement
(the “Contract”) is reached between the Company (and/or
the shareholders of the Company); the Recipient
acknowledges and accepts that Intercap’s Finder’s Fee
shall be paid in full from the proceeds of the sale at the
closing of the Transaction. Recipient further undertakes to
ensure (and guarantees to Intercap) that (i) all letters of
intent, acquisition offers and purchase contracts or any
other type of contract with regards to a Transaction (the
By: RECIPIENT(S)
Name:
Signature :
Address:
Address:
“Contract”) are to include a provision to that effect with
clear and irrevocable instructions to the notary or attorney
or other person holding all or part of the price payable by
the Buyer(s) to deduct and pay to Intercap its Finder’s Fee
in full from the proceeds of the transaction at the closing
of the Transaction; and (ii) Recipient shall provide to
Intercap a copy of all such Contract within two (2)
business days of signature. Recipient will be personally
responsible for the payment of the Finder’s Fee to
Intercap if such Finder’s Fee is not paid to Intercap at the
time of closing of the Transaction as provided herein, in
which case Recipient shall pay the Finder’s Fee to
Intercap within five (5) days from the closing of the
Transaction.
(D) Recipient will not communicate directly or indirectly
with, or otherwise solicit any of the Company’s
employees, suppliers or customers or communicate
directly without prior written authorization of Intercap or
one of Intercap’s representatives, in connection with the
potential Transaction of the Company or any other matter
relating to the CI.
5. MISCELLANEOUS:
(A) This Agreement and all of the obligations it contains
shall be in effect for a period of twenty four (24) months
from its signature by Recipient (the “Term”).
(B) This Agreement will become effective by the
exchange by facsimile or email of copies duly signed by
all parties.
(C) This Agreement shall be construed and controlled by
the laws of the province of Quebec and the courts of the
Province of Quebec shall have exclusive jurisdiction with
regards to any dispute related to this Agreement. (D) La
présente convention a été rédigée en langue anglaise à la
demande des parties. This agreement has been drafted in
the English language at the request of all parties hereto.
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